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COMPANY REGISTRATION-BEST LEGAL/CORPORATE SERVICES-PAKISTAN
Larr Legal Services is a trusted provider of company registration solutions in Pakistan. Whether you need to register a company as a private limited company, single member company, or public company, our expert team ensures a smooth and legally compliant registration process. We cater to local entrepreneurs and foreign investors, helping them navigate the legal landscape in accordance with the Companies Ordinance 1984 and modern corporate laws.
Hassle-Free Company Registration in Pakistan – Step-by-Step Guidance from Larr Legal Services
The process of company registration in Pakistan involves multiple legal and procedural steps. Larr Legal Services offers step-by-step assistance to ensure compliance with the requirements of the companies under the law. The registration process typically includes:
- Name Reservation – Choosing a unique company name and getting it approved by the Securities and Exchange Commission of Pakistan (SECP).
- Preparation of Incorporation Documents – Drafting the Memorandum and Articles of Association, outlining the company’s objectives and internal governance.
- Appointment of Company Secretary – As per legal requirements, a company secretary must be appointed to handle regulatory filings and corporate compliance.
- Obtaining Digital Signatures – Directors and authorized personnel must obtain digital signatures for online submission of documents.
- Submission to SECP – All required documents, including incorporation forms, must be submitted to the SECP.
- Issuance of Certificate of Incorporation – Upon approval, SECP issues the company incorporation certificate, officially recognizing the business entity.
- Issuance of Shares – For private limited companies and public companies, the next step is to issue shares to the respective shareholders.
- Post-Incorporation Compliance – This includes obtaining a National Tax Number (NTN), registering for sales tax (if applicable), and complying with other legal requirements.
Types of Companies You Can Register
Larr Legal Services provides professional registration services for different types of business entities in Pakistan:
- Private Limited Company
A private limited company is the most popular business structure in Pakistan due to its limited liability benefits and ease of management. It requires at least two directors and must comply with SECP regulations, including shareholding and board governance.
- Single Member Company (SMC)
A single member company allows a sole entrepreneur to establish a limited liability company while enjoying the benefits of corporate status. Larr Legal Services simplifies the incorporation process for SMCs, ensuring compliance with the SECP.
- Public Company
A public company can offer shares to the general public and must meet stringent regulatory requirements. The process involves issuing a prospectus, appointing a company secretary, and ensuring compliance with the Companies Ordinance 1984.
Why Choose Larr Legal Services?
- Expert Guidance – Our experienced legal consultants provide in-depth advice tailored to your business needs.
- Hassle-Free Registration – We manage all aspects of company incorporation, from documentation to SECP approvals.
- Support for Foreign Investors – We assist foreign investors in setting up a company in Pakistan, ensuring compliance with local laws.
- Comprehensive Compliance Services – From share issuance to regulatory filings, we ensure ongoing legal compliance.
If you are planning to register a company in Pakistan, Larr Legal Services is your trusted partner for seamless company incorporation. Contact us today to begin your journey towards a legally recognized business entity!
Legal REQUIREMENTS AFTER INCORPORATION
Privately Held Corporations
The quantity and identities of the initial directors must be established by a majority of the subscribers to the memorandum in writing; until this determination is made, all subscribers who are natural persons shall be regarded as directors of the company. The appointment of initial directors must be communicated to the relevant registrar using Form ’29’ within 14 days of incorporation. The initial election of directors must occur at the inaugural Annual General Meeting of the corporation and subsequently every three years thereafter. The chosen directors shall serve a term of three years. Nevertheless, a casual vacancy arising from the death, resignation, or dismissal of any director may be filled by the remaining directors for the duration of the term.
Directors of each firm must appoint the inaugural chief executive within fifteen days of incorporation and subsequently within fourteen days following the election.
The initial auditor must be chosen by the board within sixty days of incorporation and subsequently at each Annual General Meeting of the company.
A single member company must appoint a company secretary within fifteen days of incorporation, transitioning to a single member status, or when the position of company secretary becomes vacant, and must announce this appointment on Form 29 within fourteen days of the appointment date.
Any appointment, election, or alteration of the Directors, Chief Executive, Auditors, Chief Accountant, legal counsel, etc., must be communicated to the relevant registrar using Form ’29’ within 14 days of the election, appointment, or change (Section 205).
A firm must inform its registered office using Form-21 within 28 days of its incorporation. This form is typically submitted alongside the registration documents to enhance communication. The alteration of the registered office must also be communicated on the same form within the same timeframe. Section 142
VII. A private firm may initiate its operations immediately following its establishment.
The inaugural Annual General Meeting (AGM) of the company must occur within eighteen months of incorporation, with subsequent AGMs mandated to take place at least annually, within four months after the conclusion of the financial year, and no later than fifteen months after the preceding AGM (Section 158).
Directors of each company must present to the company at its Annual General Meeting an audited balance sheet and profit and loss accounts for the initial accounts since incorporation, and for subsequent accounts, since the last preceding accounts, prepared to a date no earlier than four months prior to the meeting (Section 233).
The annual return on Form ‘A’ must be submitted to the relevant registrar annually, as of the date of the Annual General Meeting; if no meeting occurs, it should be filed on the final day of the calendar year (Section 156).
In the event of an increase in paid-up capital, the firm must extend an offer of additional shares to existing shareholders, accompanied by a circular published pursuant to section 86(3), sent to all shareholders in strict proportion to their existing shares.
Shares must be retained by them, and the return of allotment on Form ‘3’ is required to be submitted to the relevant registrar within 30 days from the date of share allotment. Issuance of partly paid shares is strictly prohibited. Sections 73 and 86.
The corporation must issue share certificates to its shareholders within 90 days of allotment or within 45 days following the application for share transfer registration (Section 74).
All details regarding each mortgage or charge established by the company on its assets or operations, along with any modifications or satisfactions thereof, must be submitted and registered with the appropriate registrar within 21 days following the date of creation, modification, or satisfaction (Sections 121, 129 & 132).
In the event of the demise of the sole member of a Single Member Company, the nominee director must notify the relevant registrar of the member’s death, furnish details of the legal heirs, and, if any obstacles arise, report the circumstances while seeking guidance in the format specified in Form S3 within seven days of the member’s death.
- The resolutions made by the lone director during the meeting of the director and member of a Single Member Company must be documented in writing and entered into the minutes book by the company secretary.
- a. Corporations publicly traded i. All standards designated for private firms listed in series Nos. (i) to (xiii) above are also applicable to public enterprises. Nevertheless, the enumerated companies must also submit a list of members on floppy diskette to the Commission.
- Associations must submit their annual return on Form 'B' to the relevant registrar, replacing Form 'A'.
Director Appointments, Statutory Requirements & Foreign Business Compliance - Key Filing Obligations for Public Companies and Foreign Entities in Pakistan
The company must provide a list of Directors and the consents of the Directors and Chief Executive within seven days of incorporation, and subsequently prior to the election or appointment of Directors and the Chief Executive, using Forms 27 and 28.
The company is permitted to initiate its operations upon acquiring a commencement of business certificate from the relevant registrar (Section 146).
The statutory meeting must be convened within a timeframe of no less than three months and no more than six months from the date the company is authorized to commence business. A statutory report must be distributed to the members, and five certified copies in the prescribed format must be submitted to the relevant registrar at least 21 days before to the Statutory Meeting. A private business that transitions to a public company within one year of incorporation is not obligated to have a statutory meeting or produce a statutory report. Section 157.
Public corporations must file two signed copies of the audited balance sheet and profit and loss statements with the relevant registrar within 30 days of their Annual General Meeting, as stipulated in Sections 233 and 242.
Every listed business must provide three copies of the audited balance sheet and profit and loss statements to the SEC, Stock Exchange, and registrar when notifying members of the AGM, as well as within 30 days following the Annual General Meeting.
Returns disclosing beneficial ownership of listed securities and any changes thereto must be submitted to the relevant Registrar and the SEC using Form 31 and Form 32.
VIII. A publicly traded business must also designate a corporate secretary.
d. Obligations following the creation of a business location by foreign enterprises
A foreign company registered outside Pakistan must submit the following documentation to the relevant registrar within 30 days of establishing its place of business in Pakistan (Sections 450 to 458 of the Companies Ordinance, 1984):
A certified copy of the charter, legislation, or Memorandum and Articles of the company, accompanied by Form 38. The certification will be awarded by:
(a) The public officer in the jurisdiction of the company’s incorporation to whom the original is entrusted or
(b) A notary public from the jurisdiction of the company’s incorporation; or (c) An affidavit from a duly authorized officer of the company in the jurisdiction of incorporation.
The signature or seal of the certifying individual must be validated by a Pakistani diplomatic consular officer or consulate official.
If the document is not in English, a duly certified translation in English or Urdu must be produced (Rule 23 of the Companies (General Provisions and Forms) Rules, 1985).
ii. Location of the registered or principal office of the company, as shown on Form 39;
iii. Details of the directors, Chief Executive, and secretary (if applicable) of the corporation, as specified in Form 40;
iv. Details of the company’s principal officer in Pakistan, as per Form 41;
Details about individuals residing in Pakistan authorized to accept employment on behalf of the foreign company, submitted on Form 42, accompanied by a certified copy of the appointment order, the authority letter from the board of directors’ resolution, and the consent of the principal officer;
vi. Principal place of business address in Pakistan of the foreign corporation, as indicated on Form 43 (Section 451).
VII. Authorization letter from the Board of Investment with a defined validity duration for the establishment and operation of a branch or liaison office by a foreign entity.